Articles of association

Articles of Association – Scanfil plc

1 § Company’s name and registered office
The name of the company is Scanfil Oyj, in Finnish, and Scanfil plc, in English. The company’s registered office is in Sievi, Finland.

2 § Field of business
The company’s line of business is electronics manufacturing services and manufacturing, marketing, trade, import and export of electrotechnical equipment, components and other devices and parts thereof, consulting and design as well as telecommunications and related services. The company may own and possess real estate, shares and securities.

3 § Financial period
The company’s financial period is the calendar year.

4 § Board of Directors
The company’s administration and proper organisation of operations shall be the responsibility of the Board of Directors, consisting of a minimum of five (3) and a maximum of seven (7) members in accordance with the decision made by the Annual General Meeting. The Board of Directors shall elect a Chairman from among its members. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting following their election. The majority’s opinion will be the Board’s decision. If the votes are even, the Chairman’s casting vote shall decide.

5 § Managing Director
The company shall have a Managing Director, who is elected by the Board of Directors. The Board of Directors shall decide on the remuneration paid to the Managing Director.

6 § Rights to sign on behalf of the company
The Managing Director and the Chairman of the Board of Directors each separately, or two members of the Board of Directors jointly, have the right to sign on behalf of the company as well as two persons authorised by the Board of Directors jointly or each jointly with a member of the Board of Directors. The Board of Directors shall decide on granting procuration rights.

7 § Auditors
The general meeting of shareholders shall elect one (1) auditor of firm of auditors as the company auditor, which must be authorized by the Central Chamber of Commerce. If the selected auditor is not a firm of auditors, one (1) additional deputy auditor shall be elected.
Auditors shall be elected to their duties for an indefinite period.

8 § Invitation to shareholders’ meeting and attendance at a shareholders’ meeting
Invitations to a shareholders’ meeting shall be delivered not earlier than three (3) months and not later than three (3) weeks prior to the shareholders’ meeting; however, a minimum of nine (9) days prior to the shareholders’ meeting reconciliation date as defined in the Companies Act by publishing the invitation on the company’s website or a newspaper decided upon by the Board of Directors or by sending the invitation to the shareholders in a letter mailed to the address specified in the company’s list of shareholders. In order to attend a shareholders’ meeting, shareholders must notify the company of their attendance at the latest on the date specified in the invitation to the meeting, which can be at the earliest ten (10) days before the meeting. The Board of Directors may decide on alternative additional means of participating in the General Meeting so that shareholders may exercise their decision-making rights prior to or during the General Meeting by use of telecommunication or other technical means. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting.

9 § Annual General Meeting
The Annual General Meeting of shareholders shall be held annually on a day determined by the Board of Directors within six (6) months of the end of the accounting period in the same locality as the company’s registered office, in Helsinki, in Vantaa or in Oulu.

At the meeting the following shall be decided:
1. ratification of the financial statement, including the consolidated financial statement;
2. allocation of the profit shown on the balance sheet;
3. release from personal liability of the members of the Board of Directors and the Managing Director;
4. election of the members of the Board of Directors and, when necessary, that of the auditor and deputy auditor;
5. the remuneration to be paid to the members of the Board of Directors and to the auditors; and
6. any other issues listed in the invitation.

10 § Rights attached to shares
The company’s shares are included in the book-entry securities system.